First Amendment



EXHIBIT 10.2

FIRST AMENDMENT TO TERM LOAN AGREEMENT


				
	
             THIS
FIRST AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) is made
effective as of February 28, 2006, by and between ATLANTIC AMERICAN CORPORATION,
a Georgia corporation (the “Borrower”) and WACHOVIA BANK, NATIONAL
ASSOCIATION, a national banking association (the “Bank”). 



R E C I T A L S:


				
	
             The
Borrower and the Bank have entered into that certain Credit Agreement dated as
of February 28, 2006, evidencing a term loan in the amount of $3,000,000 (the
“Term Loan Agreement”). Capitalized terms used in this Amendment which
are not otherwise defined in this Amendment shall have the respective meanings
assigned to them in the Term Loan Agreement. 
	

             The
Borrower and the Bank wish to amend the Term Loan Agreement in certain respects,
as hereinafter provided. 
	

             NOW,
THEREFORE, in consideration of the Recitals and the mutual promises contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Borrower and the Bank,
intending to be legally bound hereby, agree as follows: 
	

             SECTION 1.    
Recitals.  The Recitals are incorporated herein by reference and shall be deemed to be a part of this Amendment.
	
             SECTION 2.    
Amendment to Term Loan Agreement.  The Term Loan Agreement is hereby amended as provided in this Section 2.
	 	
                  (a)       The  definition of  “Consolidated  Net Income” in the Term Loan  Agreement is hereby amended and restated in
         its entirety to read as follows:
	 	            "Consolidated
Net Income" means, for any period, the Net Income of the Borrower and its
Consolidated Subsidiaries determined on a consolidated basis, but excluding
(i) extraordinary gains, (ii) any equity interests of the Borrower or
any Subsidiary in the unremitted earnings of any Person that is not a Subsidiary
in excess of $500,000, determined on a consolidated basis, per annum, and (iii)
for the Fiscal Quarter ending December 31, 2005, non-cash charges reflecting the
GM Bond Impairment. 

	 	
                  (b)       The  definition  of  “Consolidated  Tangible  Net Worth” in the Term Loan  Agreement  is hereby  amended and
         restated in its entirety to read as follows:
	 	            "Consolidated
Tangible Net Worth" means, at any time, Stockholders’ Equity, less the
sum of the value, as set forth or reflected on the most recent consolidated
balance sheet of the Borrower and its Consolidated Subsidiaries, prepared in
accordance with GAAP, of 
























				
	 	            
 (A)      Any change in equity resulting from any write-up of assets  subsequent to December 31,  2002 (other
than the usual and customary valuation of the investment portfolio of the Borrower or any Consolidated Subsidiary
from time to time);

	 	            
 (B)      All assets which would be treated as  intangible  assets for balance  sheet  presentation  purposes
under GAAP, related to the compliance by the Borrower with the provisions of Financial Accounting Statement Board
Statement No. 141, all determined in accordance with GAAP; provided, however, deferred acquisition costs, as
determined in accordance with GAAP, shall not be deducted from Stockholders Equity;

	 	            
 (C)      To the extent not  included  in (B) of this  definition,  deferred  expenses,  other than  deferred
acquisition costs, as determined in accordance with GAAP, provided, however, that deferred expenses in an amount not
to exceed $2,000,000 incurred as a result of financings of Funded Debt, including, without limitation, the 2002
Trust Preferred Transaction and the 2003 Trust Preferred Transaction, shall be excluded from this definition; and
provided further, that prepaid expenses shall not constitute deferred expenses for the purposes of this definition;
and

	 	            
 (D)      Other  than in the  ordinary  course  of  business,  loans or  advances  to  stockholders,
directors, officers or employees,

	
             
                  
provided, however, that Consolidated Tangible Net Worth shall, for each Fiscal Quarter
beginning with the Fiscal Quarter ending March 31, 2006 through and including
the Fiscal Quarter ending December 31, 2006, be increased by an amount equal to
the non-cash charges, net of tax, associated with the GM Bond Impairment. 
	 	
                  (c)       The definition of “GM Bond Impairment” is hereby added to the Term Loan Agreement in its appropriate
         alphabetical location as follows:
	 	            "GM
Bond Impairment" means the write-down by the Borrower and its Consolidated
Subsidiaries of General Motors Corporation fixed maturity bond investments, as
identified on Schedule A attached hereto and made a part hereof by reference,
which such write-down occurred during the Fiscal Quarter ending December 31,
2005. 

	

             SECTION 3.    
Conditions to  Effectiveness.  The  effectiveness  of this  Amendment and the  obligations  of the Bank hereunder are
subject to the following conditions, unless the Bank waives such conditions:
	
             (a)    
    receipt by the Bank from the Borrower of a duly executed counterpart of this Amendment; and
	

             (b)    
    the fact that the  representations  and warranties of the Borrower  contained in Section 5 of this Amendment shall be
true on and as of the date hereof.





2




























				
	

             SECTION 4.    
No Other Amendment.  Except for the amendments set forth above, the text of the Term
Loan Agreement shall remain unchanged and in full force and effect. This
Amendment is not intended to effect, nor shall it be construed as, a novation.
The Term Loan Agreement and this Amendment shall be construed together as a
single agreement. Nothing herein contained shall waive, annul, vary or affect
any provision, condition, covenant or agreement contained in the Term Loan
Agreement, except as amended hereby, nor affect or impair any rights, powers or
remedies under the Term Loan Agreement, as amended hereby. The Bank does hereby
reserve all of its rights and remedies against all parties who may be or may
hereafter become secondarily liable for the repayment of the Note executed by
the Borrower in connection with the Term Loan Agreement. The Borrower promises
and agrees to perform all of the requirements, conditions, agreements and
obligations under the terms of the Term Loan Agreement, as heretofore and hereby
amended, and the Term Loan Agreement, as amended, is hereby ratified and
affirmed. The Borrower hereby expressly agrees that the Term Loan Agreement, as
amended, is in full force and effect. 
	

             SECTION 5.    
Representations and Warranties of the Borrower.  The Borrower hereby
represents and warrants to the Bank as follows:
	
             (a)    
    No Default or Event of Default,  nor any act, event,  condition or  circumstance  which with the passage of time or the giving
of notice,  or both,  would  constitute an Event of Default,  under the Term Loan Agreement or any other Loan Document has occurred and
is continuing unwaived by the Bank on the date hereof;
	
             (b)    
    The  Borrower  has the  corporate  power and  authority  to enter  into this  Amendment  and to do all acts and  things as are
required or contemplated hereunder to be done, observed and performed by it;
	
             (c)    
    This Amendment has been duly  authorized,  validly  executed and delivered by one or more authorized  officers of the Borrower
and each of this Amendment and the Term Loan Agreement,  as amended hereby,  constitutes the legal, valid and binding obligation of the
Borrower  enforceable  against it in accordance with its terms;  provided,  that the  enforceability  of each of this Amendment and the
Term Loan  Agreement,  as amended  hereby,  is subject to general  principles of equity and to bankruptcy,  insolvency and similar laws
affecting the enforcement of creditors' rights generally; and
	
             (d)    
    The execution and delivery of this Amendment and the Borrower's  performance  hereunder and under the Term Loan Agreement,  as
amended hereby,  do not and will not require the consent or approval of any regulatory  authority or  governmental  authority or agency
having  jurisdiction  over the Borrower other than those which have already been obtained or given,  nor be in  contravention  of or in
conflict with the Articles of  Incorporation  or Bylaws of the Borrower,  or the  provision of any statute,  or any judgment,  order or
indenture,  instrument,  agreement or  undertaking,  to which the Borrower is a party or by which its assets or  properties  are or may
become bound.
	
             SECTION 6.    
Counterparts.  This Amendment may be executed in multiple counterparts,
each of which shall be deemed to be an original and all of which, taken
together, shall constitute one and the same agreement. 


3























				
	
             SECTION 7.    
Governing Law.  This Amendment shall be construed in accordance with and governed by
the laws of the State of Georgia. This Amendment is intended to be effective as
an instrument executed under seal.
	
             SECTION 8.    
Effective Date.  This Amendment shall become effective as of the date first above
written upon receipt by the Bank from each of the parties hereto of a duly
executed signature page from a counterpart of this Amendment, signed by such
party.
	
             SECTION 9.    
Legal Fees and Expenses.  Borrower hereby agrees to pay the legal fees and expenses of
Bank’s counsel in connection with this Amendment.







[SIGNATURE PAGE FOLLOWS]




4



























             IN
WITNESS WHEREOF, the parties hereto have executed and delivered, or have caused
their respective duly authorized officers or representatives to execute and
deliver, this Amendment as of the day and year first above written.




	ATTEST:	ATLANTIC AMERICAN CORPORATION
	 
	/s/  
Janie L. Ryan          
                                    
                           	By:          
         /s/  John G. Sample, Jr.     
                   (SEAL)
	          
                    
Janie L. Ryan                       
        , Secretary	       Name:          
          John G. Sample, Jr.             
           
	          
     
        [CORPORATE SEAL]	
       Title:  Senior Vice President and Chief Financial Officer

	 
	 	4370 Peachtree Road, N.E.
Atlanta, Georgia 30319-3000

Attention:   John G. Sample, Jr.,
               
    Senior Vice President and
               
    Chief Financial Officer
Telecopy number: (404) 266-5702
Telephone number: (404) 266-5501
	 
	 	WACHOVIA BANK, NATIONAL
ASSOCIATION
	 
	 	By:
                     /s/  
Ron Edwards            (SEAL)
	 	     
Name:                      
Ron Edwards               
                

	 	     
Title:                      
Senior Vice President               
                

	 
	 	Lending Office
Wachovia Bank, National Association

171 17th Street, N.W.
Mail Code: GA 4568
Atlanta, Georgia 30363-1032
Attention: Ron Edwards
Telecopy number:  (404) 877-6641

Telephone number:  (404) 877-6635








 Signature Page of

                                                First Amendment to Term Loan Agreement

                                                              Page 1 of 1

























SCHEDULE A
GENERAL
MOTORS CORPORATION BOND IMPAIRMENT INVESTMENTS


	ASSOCIATION CASUALTY'S GENERAL MOTORS BOND HOLDINGS


	CUSIP #
 	Maturity
 
	370442-BS-3
370442-BB-0
370442-AR-6
370442-AU-9	7/15/2013
1/15/2011
9/1/2025
 4/15/2016


	AMERICAN SAFETY'S GENERAL MOTORS BOND HOLDINGS


	CUSIP #
 	Maturity
 
	370442-AR-6
370442-AU-9	9/1/2025
4/15/2016



	AMERICAN SOUTHERN'S GENERAL MOTORS BOND HOLDINGS


	CUSIP #
 	Maturity
 
	370442-AR-6
370442-AU-9
370442-BS-3
370442-BW-4	9/1/2025
4/15/2016
7/15/2013
7/15/2023



	BANKERS FIDELITY'S GENERAL MOTORS BOND HOLDINGS


	CUSIP #
 	Maturity
 
	370442-AR-6
370442-AU-9
370442-BS-3
370442-BW-4	9/1/2025
4/15/2016
7/15/2013
7/15/2023




	GEORGIA CASUALTY'S GENERAL MOTORS BOND HOLDINGS


	CUSIP #
 	Maturity
 
	370442-AR-6
370442-BB-0
370442-BS-3
	9/1/2025
1/15/2011
7/15/2013